Diversifizierte Großunternehmen werden kritisiert, es heißt, die Diversifikation solle besser in den Portfolios der Aktionäre stattfinden als innerhalb einer Unternehmung. Gleichzeitig wird das Postulat vertreten, eine Unternehmung solle sich auf ihre Core competencies konzentrieren.
Value orientation requires adjustments to the company portfolio, i.e. a restructuring of the company's composition from areas. Divisions are outsourced and sold "on the financial markets". These operations are known as financial restructuring.
Attention: The negotiations with the previous investors initiated in the event of a distress or payment difficulty with the aim of being able to continue and implement a turnaround lead to a redesign of the financial contracts and the "financial side" of the balance sheet is affected. Nevertheless, in these cases there is no talk of financial restructuring but of reorganization.
The most common measure of financial restructuring is the direct sale of a part or division of a company to another company. Often it is a (previous) competitor in the product market. One speaks of a trade sale.
Üblich ist, den betreffenden Unternehmensbereich in eine neu zu gründende Aktiengesellschaft einzubringen, und deren Aktien zu verkaufen. Diese Maßnahmen werden als Spin-Off, als Equity carve-out und mit Tracking-Stocks angesprochen.
Spin-offs are understood as the outsourcing of a company division into a separate unit, the shares of which are either offered in full to the shareholders of the former parent company or placed on the market.
In the case of an equity carve-out, on the other hand, only part of the stake is given up.
Tracking stocks are characterized by the fact that shares with a claim to income relating to a certain corporate division are issued without the assets of this division being separated and detached.
With regard to the choice of different forms of restructuring, various arguments can be put forward:
Spin-off: Lack of significant synergies or competencies in the relationship between the individual group companies; conflicting strategic goals.
Equity carve-out: Capital requirements especially for acquisitions, need for decentralization, little complexity in determining transfer prices.
Tracking stocks: They are useful for tax reasons if one of the companies reports losses that can be deducted from another taxable group profit. They are also used in stock option plans.
Financial restructuring is proposed if parent companies and subsidiaries operate in different industries, the growth rates show particularly large differences, the development of the subsidiary is neglected by analysts or if a tendency for important employees to migrate to smaller companies can be observed.
Arguments that justify increases in value through such restructuring are
1. The alleviation of information problems and improved transparency for financial investors.
2. Motivation systems for management can be specifically geared to the performance of individual business areas as measured by the share price. They therefore no longer relate to the general share price development of the company as a whole.
3. Additional attractiveness for new investors. Studies of the course development in connection with the restructuring show a consistently positive performance of both the parent company and the separate business areas.